HomeMy WebLinkAboutAgreement_General_6/8/2023_Chen MooreVILLAGE OF TEQUESTA
DATE: 02/10/2023
WORK AUTHORIZATION NO. CM STW21.01
PROJECT No. CM STW22.OX G/L CODE:
CHEN-MOORE PROJECT NO.: 492.009
VILLAGE RFQ. NO.:
FOR CONSULTING SERVICES
PROJECT TITLE: Dover Ditch — Living Shoreline Final Design and Permitting
This Work Authorization, when executed, shall be incorporated in and shall become an integral
part of the Agreement for Professional Services dated September 10, 2020 between the Village of
,^ Tequesta ("VILLAGE"), and Chen -Moore & Associates ("CONSULTANT") hereafter referred to
as the Agreement.
I. PROJECT DESCRIPTION
In August 2022, the CONSULTANT and presented a conceptual design of the Dover Ditch
Living Shoreline project to the Loxahatchee River Preservation Initiative (LRPI) on behalf
of the VILLAGE. The LRPI ranked the Dover Ditch project first in its list for appropriation
requests from the State Legislature in 2023. As part of the LRPI application, the
CONSULTANT noted that the project would be ready to construct by the time funding
became available after the final budget is approved by the Governor in 2023. This requires
final construction documents and permits to be ready at that time.
As part of this work authorization, the CONSULTANT shall provide the engineering services
required for the preparation of ready to bid contract documents for the Dover Ditch Living
Shoreline Project. In addition to the engineering design, this effort will also include the field
work and environmental services required to procure the following permits: U.S. Army Corps
of Engineer (USACE) Nationwide Permit (NWP) and Florida Department of Environmental
Protection (FDEP) General Environmental Resources Permit (ERP). The Scope of Services
is comprised of the following tasks:
Task 1— Project Management (Meetings / Coordination)
Task 2 — Field Services (Benthic Resources Survey)
Task 3 — 90% Construction Documents
Task 4 — Permitting
Task 5 — Final Construction Documents
WORK AUTHORIZATION NO. CM STW22.OX 1 of 3
Below is a description of the services included with each of these essential tasks:
H. SCOPE OF SERVICES
The following is a description of the services to be provided under this Task Order.
TASK 1— Project Management (Meetings and Coordination)
The CONSULTANT will conduct a kickoff meeting with the VILLAGE in the field to
discuss the project goals and objectives, as well as the schedule and key timelines. The
meeting will be attended by the Project Manager and Lead Environmental Scientist from the
CONSULTANT.
The CONSULTANT will provide up to four (4) progress meetings to the VILLAGE over the
duration of the design and permitting process to provide updates on progress and the status
of the work.
TASK 2 — Field Services (Benthic Resources Survey)
The CONSULTANT will conduct a benthic resources survey of the project site. The survey
will be performed in accordance with the FDEP Office of Resilience and Coastal Protection
Guidance on Surveys for Potential Impacts to Submerged Aquatic Vegetation (December
2020). The location and extent of seagrass beds or seagrass patches identified within the
survey area will be mapped using differential Global Positioning System (GPS) equipment.
Seagrass species names and growth densities will also be documented in accordance with
FDEP guidance. The location and extent of other protected benthic resources (i.e., hard coral
colonies, oyster shoals) will also be mapped with GPS equipment, and qualitative
information (i.e., species names, growth densities) will be recorded for these resources. In
addition to benthic resource, information on fish and other wildlife species observed during
the benthic resources survey will also be recorded. Representative photographs will be taken
of protected benthic resources observed within the survey area.
A report summarizing the findings from the benthic resources survey will be provided to the
VILLAGE. This report will the following: quantitative and qualitative information on
protected benthic resources identified within the survey area; figures depicting the location
and extent of protected benthic resources; representative photos of protected benthic
resources.
TASK 3 — 90% Construction Documents
Using the conceptual plans from the LRPI presentation and the environmental data collected
as part of the benthic surveys, the CONSULTANT will prepare a 90% Contract Document
submittal. It is assumed that the submittal will consist of the following elements:
• Cover Sheet
• Summary of Quantities and General Notes
• Demolition and Tree Disposition Plan (1 sheet at 1" = 20' scale)
• Stormwater Pollution and Prevention Plan and Details (1 sheet at 1" = 20' scale)
• Proposed Plan Sheet (1 sheet at 1" = 20' scale)
• Typical Sections (1 sheet)
WORK AUTHORIZATION NO. CM STW22.OX 2 of 3
• Proposed Planting Plan (1 sheet at 1" = 20' scale)
• Engineering Details (1 sheet)
• Landscape Details (1 sheet)
• Opinion of Probable Construction Cost
It is assumed all necessary technical specifications will be included as notes in the plan sheets.
It is assumed that the VILLAGE will provide Front End documents for the CONSULTANT
to review and comment on as needed. A meeting will be held to review 90% Construction
Documents submittal. The CONSULTANT will provide a summary of the meeting for the
VILLAGE's records.
TASK 4 — Permitting
The CONSULTANT will prepare and submit the required environmental permit
applications, which are anticipated to consist of the following:
• U.S. Army Corps of Engineer (USACE) Nationwide Permit (NWP)
• Florida Department of Environmental Protection (FDEP) General Environmental
Resource Permit (ERP)
The CONSULTANT will conduct a virtual pre -application meeting with USACE and FDEP
to resolve potential issues prior to submittal of the permit applications, which in turn should
streamline the review processes and timeframes. Pending submittal of the permit
applications to USACE and FDEP, CMA will respond to up to one Request for Additional
rN Information (RAI) from each agency to clarify application submittal items.
TASK 5 — Final Construction Documents
Based on comments on the 90% Documents and regulatory comments from the permitting
process, the CONSULTANT will prepare a Final Contract Document submittal that will be
ready to advertise for bidders. It is assumed that the submittal will consist of the following
elements:
• Cover Sheet
• Summary of Quantities and General Notes
• Demolition and Tree Disposition Plan (1 sheet at 1" = 20' scale)
• Stormwater Pollution and Prevention Plan and Details (1 sheet at 1" = 20' scale)
• Proposed Plan Sheet (1 sheet at 1" = 20' scale)
• Typical Sections (1 sheet)
• Proposed Planting Plan (1 sheet at 1" = 20' scale)
• Engineering Details (1 sheet)
• Landscape Details (1 sheet)
• Opinion of Probable Construction Cost
It is assumed all necessary technical specifications will be included as notes in the plan
sheets. The CONSULTANT will review and revise the VILLAGE's Front End documents
as needed. A meeting will be held to present the Final Construction Documents submittal.
The CONSULTANT will provide a summary of the meeting for the VILLAGE's records.
WORK AUTHORIZATION NO. CM STW22.OX 3 of 3
10'1
IV.
V.
VI.
The anticipated schedule is based on issuance of the Notice to Proceed and is projected as
follows:
Task 1 Ongoing
Task 2 6 weeks from NTP
Task 3 12 weeks from NTP
Task 4 18 weeks from NTP
Task 5 24 weeks from NTP
EXCLUSIONS
The services outlined below are not included as part of the scope of work, although
additional service agreements can be executed to assist the Village with these services if
necessary:
1. Additional Topographic Survey
2. Geotechnical investigations
3. Hydrologic or hydraulic modeling
4. Bidding assistance
6. Engineering services during construction or construction administration
COMPENSATION AND PAYMENT
CMA will be compensated for the services described on a lump sum basis in an amount of
$46,920 per attached Exhibit A.
AGREEMENT REFERENCE
The work authorized under this Work Authorization shall be performed under the terms
and conditions described within the Professional Services Agreement dated September 10,
2020, by and between the Village of Tequesta ("VILLAGE") and Chen -Moore &
Associates ("CONSULTANT"). Compensation shall not exceed the hourly rates currently
in effect under this Agreement.
CHEN-MOORE & ASSOCIATES
By:
Print Name: Brent Whitfield
Title: Director of Water Resources
WORK AUTHORIZATION NO. CM STW22.OX
VILLAGE OF TEQUESTA
By:
Name: Molly Young_
Title: Mayor, Village of Tequesta, FL
Date: u - 4 - aoa3
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PROFESSIONAL ENGINEERING SERVICES AGREEMENT
THIS AGREEMENT, between the Village of Tequesta, a municipal corporation with offices
located at 345 Tequesta Drive, 33469 (hereinafter referred to as the "Village") and Chen Moore and
Associates, Inc., a Florida corporation with offices located at 500 W Cypress Creek Road, Suite 650, Fort
Lauderdale, Florida 33309 (hereinafter referred to as "Engineer") is entered into this 10 day of .3ePkf1e/
2020, effective immediately.
WHEREAS, the Village requires certain engineering services, including but not limited to
engineering services for its water utility/system and general civil projects, hereinafter referred to in general
terms as "Work"; and
WHEREAS, the Village has selected Engineer under the provisions of Sec. 287.055, Florida
Statutes, also known as the "Consultant's Competitive Negotiation Act" ("CCNA") and desires to enter
into a "continuing contract" with Engineer within the meaning the CCNA for provision of Work related
services pursuant to this Agreement; and
WHEREAS, the Engineer has represented to the Village that it is capable and prepared to provide
such Work services under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises contained herein, the parties hereto agree
as follows:
ARTICLE 1. TERM; AGREEMENT NOT EXCLUSIVE
This Agreement shall remain in effect for a term of three (3) years from the date of this Agreement
with two (2) one (1) year options to renew, unless otherwise terminated as provided herein at Article 13.
Each option to renew shall be exercised automatically unless either party gives notice to the other at least
thirty (30) days prior to the end of the term of its intent not to renew. Additionally, the parties may extend
the Agreement upon mutually acceptable terms and conditions. Any such extension shall be in writing and
must be executed by both parties. The extension may provide for the completion of all tasks previously
authorized by the Village in accordance with Article 2 unless terminated in accordance with Article 13
hereinbelow, or allowed to lapse by failure to extend same at the end of the term. Any and all CSA Work
authorizations issued during the term of this Agreement (including any extensions) shall remain in full force
and effect beyond the term of this Agreement (including any extensions) as set forth herein, unless
otherwise terminated in accordance with Article 13 hereinbelow.
Nothing in this Agreement shall prevent the Village from employing other consultants to perform
the same or similar services. The Village also retains the option, at its sole discretion, to perform any and
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all professional engineering services by utilizing Village employees or other engineers.
ARTICLE 2. SERVICES TO BE PERFORMED BY ENGINEER; INSTRUMENT OWNERSHIP
2.1 Services
Engineer shall perform certain professional general civil/engineering services and such other
related services as may be required by the Village from time to time which are specifically authorized by
the Village and set forth in a specific Scope of Services (herein referred to as the "Work"). Each such
specific authorization will be referred to as a Consultant Services Authorization ("CSA"). Each CSA shall
be designated as a consecutively numbered exhibit to this Agreement and shall be attached hereto and
incorporated by reference as part of this Agreement. Each CSA form will set forth a specific scope of
services, total amount of compensation and completion date. An individual CSA for projects costing up to
twenty five thousand dollars ($25,000.00) must be approved by the Village Manager prior to
commencement of any work by Engineer, as more particularly set forth below (2.3 — Process). For all
projects valued in excess of twenty five thousand dollars ($25,000.00), the individual CSA must be
approved by the Village Council prior to commencement of any work by Engineer. Typical projects that
may be authorized include, but are not necessarily limited to the following:
1. Raw water pipe cleaning
2. Chemical feed system upgrade
3. Stormwater design
4. SCADA system upgrade
5. Filter Plant Upgrade
6. New MCC Room
7. Membrane Replacement
8. Aluminum Covers for Chlorine Tanks
9. All types of permitting
10. Roadway design
2.2 Ownership
All instruments of professional services including, but not limited to, documents, records, disks,
original drawings and/or other information created and/or procured by Engineer for any authorized Project
shall become the property of the Village upon completion of the work for which the asset was utilized and
upon payment by the Village in accordance with the applicable CSA and Article 16.
2.3 Process
The Village and Engineer will confer prior to the issuance of any CSA to discuss the scope of the
Work, the time needed to complete the Work, including phasing, if any, and the fees for services to be
rendered in connection with the Work. Thereafter, Engineer will submit a proposed CSA to Village which
shall state with specificity and detail the scope of Work, the time for completion, including phasing, if any,
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and the fees. CSAs may divide the Work into individual tasks or phases, as discussed between the Village
and Engineer prior to the issuance of the CSA. At the discretion of Village Manager, CSAs for certain
general utility and civil services of minimal scope (those that do not exceed $15,000.00 total cost per CSA)
may be issued verbally for purposes of expediency, but shall be followed up by Engineer with a written
CSA as soon as practical. Additionally, at the discretion of Village, a written CSA for general Work
services to be performed over a specified period of time (months, or years) may be issued In such event,
Engineer shall invoice Village from time to time, pursuant to Article 3 hereinbelow, against the agreed fees
based on authorization from the Village Manager.
Engineer shall commence no Work prior to receipt of Village authorization. Engineer shall not
exceed the fee amount in any CSA without prior Village authorization.
Village agrees to cooperate with Engineer at all times with the provision of plans or other data in
the possession of Village and available in Village files for any Work authorized hereunder.
ARTICLE 3. COMPENSATION
3.1 General
The Village shall pay Engineer in accordance with each individual CSA; however, such CSA shall
be based upon the Fee Schedule attached hereto as Exhibit "A" and incorporated by reference as part of
this Agreement. Such Fee Schedule may be adjusted by mutual consent of both parties. Compensation
based upon such Fee Schedule will be negotiated as a lump sum price or as an hourly rate for each individual
CSA as set forth in Article 2 hereinabove. Payments shall be made by Village to Engineer on a monthly
basis, pursuant to Engineer's invoice for Work completed.
3.2 Reimbursable Expenses
All requests for payment of "out-of-pocket" expenses which may be eligible for reimbursement
shall be included on the individual CSA applicable to the project. Copies of paid receipts, invoices or other
documentation acceptable to the Village Manager may be requested by the Village for documentation
sufficient to establish that the expense was actually incurred No payment will be made for items not listed
on the CSA unless approved by the Village Manager prior to the expenditure by Engineer.
ARTICLE 4. INSURANCE
During the performance of the services under this Agreement, Engineer shall maintain the
following insurance policies written by an insurance company authorized to do business in Florida -
Professional liability insurance with bodily injury limits of not less than $2,000,000 for
each claim, and with property damage limits of not less than $2,000,000 for each claim.
2. General and Automobile liability insurance with bodily injury limits of not less than
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$500,000 for each person and not less than $500,000 for each accident and with property
damage limits of not less than $500,000 for each accident, and any greater limits as may
otherwise be required by law.
3. Workers' Compensation insurance in accordance with statutory requirements.
Engineer shall furnish the Village certificates of insurance which shall include a provision that
policy cancellation, non -renewal or reduction of coverage will not be effective until at least thirty (30) days
written notice has been made to the Village. Engineer shall include the Village as an additional insured on
the general and automobile liability insurance policies required by the Agreement. All of Engineer's
subcontractors shall be required to include the Village and Engineer as additional insureds on their general
and automobile liability insurance policies. Engineer shall not commence work under this Agreement or
any CSA issued hereunder until all insurance required as stated herein has been obtained and certificates
evidencing same are on file with the Village.
ARTICLE 5. STANDARD OF CARE
Engineer shall exercise the same degree of care, skill and diligence in the performance of the
services as is ordinarily provided by a comparable professional under similar circumstances and shall be
obligated to correct services which fall below such standards at no additional cost to the Village. Engineer
agrees that all services shall be performed by skilled and competent personnel.
ARTICLE 6. INDEN WIFICATION
Engineer agrees to protect, indemnify, provide costs of defense and hold harmless the Village, its
employees and representatives, from and against any and all claims and liabilities, including all attorneys'
fees and court costs, including appeals, for which the Village, its employees and representatives, can or
may be held liable as a result of injury (including death) to persons or damage to property to the extent
occurring by reason of any negligent or intentional acts or omissions of Engineer, its employees or agents,
including subcontractors, in the performance of services under this Agreement. Engineer shall not be
required to indemnify the Village or its agents, employees or representatives when an occurrence results
from the wrongful acts or omissions of the Village or its agents, employees or representatives. The terms
and conditions of this Article shall survive the completion of all services, obligations and duties provided
for in this Agreement as well as the termination of this Agreement for any reason.
ARTICLE 7. INDEPENDENT CONTRACTOR
Engineer undertakes performance of the services as an independent contractor and shall be wholly
responsible for the methods of performance utilized. Engineer shall not pledge the Village's credit or make
it a guarantor of payment of surety for any contract, debt, obligation, judgment, lien or any form of
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indebtedness. Engineer fiuther warrants and represents that it has no obligation or indebtedness that would
impair its ability to fulfill the terms of this Agreement.
ARTICLE 8. AUTHORITY TO PRACTICE
Engineer hereby represents and agrees that it has and will continue to maintain all licenses and
approvals required to conduct its business, and that it will at all times conduct its business activities in a
reputable manner.
ARTICLE 9. COMPLIANCE WITH LAWS
In performance of the services, Engineer will comply with applicable regulatory requirements,
including federal, state, special district and local laws, rules, regulations, orders, codes, criteria and
standards.
ARTICLE 10. SUBCONTRACTING
The Village reserves the right, in its sole discretion, to accept or reject the use of a subcontractor
and to inspect all facilities of any subcontractor to insure that the selected subcontractors will be able to
perform properly under this Agreement. If a subcontractor fails to perform or make progress as required
by any CSA and it becomes necessary to replace the subcontractor in order to complete the work in a timely
fashion, Engineer shall promptly provide a replacement, subject to acceptance of the new subcontractor by
the Village.
ARTICLE 11. FEDERAL AND STATE TAXES
The Village is exempt from federal tax and state sales and use taxes. Upon request, the Village
will provide an exemption certificate to Engineer. Engineer is not exempt from paying sales tax to its
suppliers for materials to fulfill contractual obligations with the Village, nor shall Engineer be authorized
to use the Village's Tax Exemption Number in securing such materials.
ARTICLE 12. AVAILABILITY OF FUNDS
The obligations of the Village under this Agreement and any CSA are subject to the availability of
funds lawfully appropriated for its purpose by the Village Council of the Village of Tequesta. Engineer
may rely on the execution of an individual CSA as evidence that funds have been appropriated.
ARTICLE 13. TERMINATION OF AGREEMENT
This Agreement, or any CSA issued hereunder, may be terminated by either party with or without
cause upon thirty (30) days prior written notice to the other. Unless Engineer is in breach of this Agreement,
Engineer shall be paid for services rendered to the Village's reasonable satisfaction through the date of
termination. Notice as required hereunder shall be sufficient when provided in accordance with Article 14
hereinbelow.
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ARTICLE 14. NOTICE
Any notice, demand, communication or request required or permitted hereunder shall be in writing
and delivered in person, by facsimile or sent by certified mail as follows:
AS TO VILLAGE
WITH COPY TO
AS TO ENGINEER
Jeremy Allen
Keith W. Davis, Esq.
Peter M. Moore
Village Manager
Village Attorney
President & CEO
Village of Tequesta
Davis & Ashton, P.A.
Chen Moore & Associates
345 Tequesta Drive
701 Northpoint Parkway, Suite 205
500 W Cypress Creek Road
Tequesta, FL 33469
West Palm Beach, FL 33407
Fort Lauderdale, FL 33309
Notices shall be effective when received at the addresses as specified above. Facsimile
transmission is acceptable notice effective when received, however, facsimile transmissions received (i.e.,
printed) after 5:00 p.m. on weekends or holidays will be deemed received on the next business day. The
original of the notice must additionally be sent by certified mail. Changes in the respective addresses to
which such notice is to be directed may be made from time to time by either party by written notice sent by
regular mail or facsimile to the other party.
ARTICLE 15. UNCONTROLLABLE FORCES
Neither Village nor Engineer shall be deemed in default of this Agreement if delays or failure of
performance is due to uncontrollable forces, the effect of which, by the exercise of reasonable diligence,
the nonperforming party could not avoid. The term "uncontrollable force(s)" shall mean any event which
results in the prevention or delay of performance by a party of its obligations under this Agreement which
is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage and governmental actions.
The nonperforming party shall, within a reasonable time of being prevented or delayed from performance
by an uncontrollable force, give written notice to the other party describing the circumstances and
uncontrollable forces preventing continued performance of the obligations of this Agreement. Notice as
required hereunder shall be sufficient when provided in accordance with Article 14 hereinabove.
Neither party shall, however, be excused from performance if nonperformance is due to forces
which are preventable, removable, or remediable and which the nonperforming party could have, with the
exercise of reasonable diligence, prevented, removed or remedied with reasonable dispatch.
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ARTICLE 16. OWNERSHIP OF DOCUMENTS
Engineer shall be required to cooperate with other consultants relative to providing information
requested in a timely manner and in the specified form. All instruments of professional services, including,
but not limited to, documents, records, disks, original drawings or other information created or procured by
Engineer for any project which is the subject of this Agreement and an individual CSA shall, upon
completion of the work and payment of all monies due Engineer, become the property of the Village for its
use and/or distribution as may be deemed appropriate by the Village. However, both parties specifically
acknowledge and agree that any re -use of such documents by the Village, for other than the specific purpose
intended, without written verification and adaption by Engineer for such specific purpose will be at the sole
risk of the Village and without liability or legal exposure to Engineer.
ARTICLE 17. ACCESS AND AUDITS
Engineer shall maintain adequate records to justify all charges and costs incurred in performing
work authorized under this Agreement and individual CSAs for at least three (3) years after completion of
the applicable project The Village shall have access to such books, records and documents as required in
this section for the purpose of inspection or audit during normal working business hours at Engineer's place
of business.
ARTICLE 18. NON-DISCRIMINATION
Engineer represents that all of its employees are treated in a fair and equitable manner without
regard to race, color, religion, gender, age or national origin.
ARTICLE 19. ENFORCEMENT COSTS
If any legal action or other proceeding is brought for the enforcement of this Agreement, or because
of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this
Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys'
fees, court costs and all expenses (including taxes) even if not taxable as court costs (including, without
limitation, all such fees, costs and expenses incidental to appeals), incurred in that action or proceeding, in
addition to any other relief to which such party or parties may be entitled.
ARTICLE 20. GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of Florida. Any and all legal action
necessary to enforce the Agreement will be held in the state or federal courts in and for Palm Beach County
and the Agreement will be interpreted according to the laws of Florida.
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ARTICLE 21. SUCCESSORS AND ASSIGNS
The Village and Engineer each binds itself and its partners, successors, assigns and legal
representatives to the other party in this Agreement and to the partners, successors, executors,
administrators, assigns and legal representatives. Engineer shall not assign this Agreement without the
express written approval of the Village.
ARTICLE 22. SEVERABILITY
The invalidity, illegality or unenforceability of any provision of this Agreement, or the occurrence
of any event rendering any portion or provision of this Agreement void, shall in no way affect the validity
= or enforceability of any other portion or provision of the Agreement. Any void provision shall be deemed
severed from the Agreement and the balance of the Agreement shall be construed and enforced as if the
Agreement did not contain the particular portion or provision held to be void.
ARTICLE 23. OFFICE OF THE INSPECTOR GENERAL
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has
jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions,
and make reports and recommendations to municipal governing bodies based on such audits, reviews or
investigations. All parties doing business with the Village shall fully cooperate with the inspector general
in the exercise of the inspector general's functions, authority and power. The inspector general has the
power to take sworn statements, require the production of records and to audit, monitor, investigate and
inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect,
deter, prevent and eradicate fraud, waste, mismanagement, misconduct and abuses.
ARTICLE 24. PUBLIC RECORDS
In accordance with Sec. 119.0701, Florida Statutes, Engineer must keep and maintain this
Agreement and any other records associated therewith and that are associated with the performance of the
work described herein and in Engineer's proposal. Upon request from Village's custodian of public
records, Engineer must provide Village with copies of requested records, or allow such records to be
inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter
119, Florida Statutes. Should Engineer fail to provide the public records to Village, or fail to make them
available for inspection or copying, within a reasonable time, Engineer may be subject to attorney's fees
and costs pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, Engineer shall ensure that any exempt or confidential records associated with this
Agreement or associated with the performance of the work described herein and in Engineer's proposal are
not disclosed except as authorized by law for the duration of the Agreement term, and following completion
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of the Agreement if Engineer does not transfer the records to the Village. Finally, upon completion of the
Agreement, Engineer shall transfer, at no cost to the Village, all public records in possession of Engineer,
or keep and maintain public records required by the Village. If Engineer transfers all public records to the
Village upon completion of the Agreement, Engineer shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. Engineer shall be entitled
to retain a copies of documents it creates for record purposes, pursuant to the requirements of this Article
and Chapter 119, Florida Statutes. If Engineer keeps and maintains public records upon completion of the
Agreement, Engineer shall meet all applicable requirements for retaining public records. Records that are
stored electronically must be provided to Village, upon request from Village's custodian of public records,
in a format that is compatible with Village's information technology systems.
IF ENGINEER HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO ENGINEER'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN
FOR THE VILLAGE, AT (561) 768-0685, OR AT Imcwilliams(&,,teguesta.or%
OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469.
ARTICLE 25. ENTIRETY OF AGREEMENT
The Village and Engineer agree that this Agreement, including Exhibit "A" Fee Schedule; Exhibit
"B" Engineer's Proposal submitted in response to Village's RFQ, which is hereby incorporated into this
Agreement; and all required insurance, licenses and approvals required by this Agreement sets forth the
entire agreement between the parties, and that there are no promises or understandings other than those
stated herein. None of the provisions, terms and conditions contained in this Agreement may be added to,
modified, superseded or otherwise altered except by written instrument executed by the parties hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first above
written.
ATTEST:
A RL N-j((�11&0y =
Lori McWilliams, MMC, Village Clerk
(Corporate
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President
and Associates, Inc